Howard Weil Energy Conference - March 2015 - Criterion Research

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Howard Weil Energy Conference - March 2015 - Criterion Research
Howard Weil Energy Conference
         March 2015
Howard Weil Energy Conference - March 2015 - Criterion Research
Important Note to Investors

 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Dominion and
 Dominion Midstream. The statements relate to, among other things, expectations, estimates and projections concerning the business and operations of Dominion
 and Dominion Midstream. We have used the words "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", “outlook”, "predict", "project",
 “should”, “strategy”, “target”, "will“, “potential” and similar terms and phrases to identify forward-looking statements in this presentation. As outlined in our SEC
 filings, factors that could cause actual results to differ include, but are not limited to: unusual weather conditions and their effect on energy sales to customers and
 energy commodity prices; extreme weather events and other natural disasters; federal, state and local legislative and regulatory developments; changes to federal,
 state and local environmental laws and regulations, including proposed carbon regulations; cost of environmental compliance; capital market conditions, including
 the availability of credit and the ability to obtain financing on reasonable terms; fluctuations in interest rates; changes in rating agency requirements or credit ratings
 and their effect on availability and cost of capital; impacts of acquisitions, divestitures, transfers of assets by Dominion to joint ventures or to Dominion Midstream,
 and retirements of assets based on asset portfolio reviews; receipt of approvals for, and timing of, closing dates for acquisitions; the execution of Dominion
 Midstream’s growth strategy; changes in demand for Dominion’s services; additional competition in Dominion’s industries; changes to regulated rates collected by
 Dominion; changes in operating, maintenance and construction costs; timing and receipt of regulatory approvals necessary for planned construction or expansion
 projects and compliance with conditions associated with such regulatory approvals; the inability to complete planned construction projects within time frames
 initially anticipated; and the ability of Dominion Midstream to negotiate and consummate acquisitions from Dominion and third-parties, and the impacts of such
 acquisitions. Other risk factors are detailed from time to time in Dominion’s and Dominion Midstream’s filings with the Securities and Exchange Commission.

 The information in this presentation was prepared as of February 3, 2015. Dominion and Dominion Midstream undertake no obligation to update any forward-
 looking information statement to reflect developments after the statement is made. Projections or forecasts shown in this document are based on the assumptions
 listed in this document and are subject to change at any time. In addition, certain information presented in this document incorporates planned capital expenditures
 reviewed and endorsed by Dominion’s Board of Directors in late 2014. Dominion undertakes no obligation to update such planned expenditures to reflect plan or
 project-specific developments, including regulatory developments, or other updates until the following annual update for the plans. Actual capital expenditures may
 be subject to regulatory and/or Board of Directors’ approval and may vary from these estimates.

 This presentation shall not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers, solicitations or offers to buy, or any sales of securities
 will be made in accordance with the requirements of the Securities Act of 1933, as amended.

 This presentation has been prepared primarily for security analysts and investors in the hope that it will serve as a convenient and useful reference document. The
 format of this document may change in the future as we continue to try to meet the needs of security analysts and investors. This document is not intended for use
 in connection with any sale, offer to sell, or solicitation of any offer to buy securities.

 This presentation includes various estimates of EBITDA which is a non-GAAP financial measure. Please see the Appendix for a discussion of EBITDA.

                                             Please continue to regularly check Dominion’s website at www.dom.com/investors
                                                 and Dominion Midstream’s website at www.dommidstream.com/investors.

March 2015                                                                                                                Howard Weil Energy Conference                              2
Howard Weil Energy Conference - March 2015 - Criterion Research
Dominion Midstream
                 Key Investment Highlights

                     • Strong and supportive sponsor

                     • Quality asset inventory

                     • Dropdown strategy provides 22% distribution growth

                     • Financial strength and flexibility

March 2015                                                  Howard Weil Energy Conference   3
Howard Weil Energy Conference - March 2015 - Criterion Research
Dominion Profile
     Strong and Supportive Sponsor

  Leading provider of energy and energy services in
     the Midwest and Eastern regions of the U.S.
    24,600 MW of electric generation

    6,455 miles of electric transmission
                                                                                                                   NY
    12,400 miles of natural gas transmission,
    gathering and storage pipeline                                                                                        CT    RI

    949 billion cubic feet of natural gas storage                                                            PA
    operated
                                                                     IN                                    MD
    Cove Point LNG Facility                                                       OH
    2.5 million electric customers in VA and NC
                                                                                            WV
    1.3 million natural gas customers in OH & WV
                                                                                             VA
    1.3 million non-regulated retail customers in 12
    states (not shown)                                                                      NC

      D owns 100% of DM General
                                                                                                  SC
      Partner and 69% of LP units

                    Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                         Howard Weil Energy Conference     4
Total Dominion Capex
     2015 – 2020 Growth Plan ($billions)

   $19.2 billion
     Growth                                                                                                              $54.7
      Capex                                                                                                 $2.1          Net
                                                                                          $2.5                           Plant1
                                                                        $2.8
                                                     $3.2

                                   $4.3

                 $4.3
     $35.5                               Average annual spend of
      Net                                 ~$3.2 billion per year
     Plant

     2014       2015              2016               2017              2018              2019              2020
                                                                                     1 Excludes   2015-2020 DD&A and Maintenance Capex
             Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                  Howard Weil Energy Conference           5
Dominion EPS Growth
     Long-term Projections

                                            6-7% CAGR for 2015 - 2020

      Transformational
     Investments + MLP
        accelerate EPS
      growth post-2017

          $3.48*

             2014      2015      2016       2017       2018        2019          2020
             Foundation     Transformational Investments & Financial Initiatives
 *Note: Represents weather-adjusted 2014 Operating EPS
                 Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                      Howard Weil Energy Conference   6
Dominion Dividend Growth
     Long-term Projections

                                                                                                                           8%
      Board increased                                                                                                    Annual
       payout ratio to                                                                                                   Growth
      70-75% starting
          in 2015
                                                                                                                          5-6%
                                                                                                                         Annual
             $2.59                                                                                                       Growth
     $2.40

                                                                                                                     Note: Annual
                                                                                                                     dividend rates
                                                                                                                    subject to Board
     2014     2015             2016             2017             2018             2019            2020                  approval

             Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                  Howard Weil Energy Conference              7
Quality Asset Inventory

                     • Cove Point LNG

                     • Dominion-Carolina Gas Transmission

                     • Dominion’s interest in Atlantic Coast Pipeline

                     • Dominion’s interest in Blue Racer

                     • Other retained Dominion assets

March 2015                                                 Howard Weil Energy Conference   8
Dominion Midstream
     Initial Asset Overview

 –   Existing Operations:                                                                        Cove Point
       • LNG import and storage services
       • Domestic natural gas and regasified
         LNG transportation services

 –   Long-term contracts with firm
     reservation payments with
     creditworthy counterparties

 –   Preferred Equity Interest
       • Perpetual, non-convertible preferred
         equity interest entitled to the first
         $50 million of annual cash
         distributions from Cove Point
             Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                  Howard Weil Energy Conference   9
Cove Point LNG Export

   Cove Point Export construction is
        on-time and on-budget
      Expected in-service late 2017

 –   Engineering is ~77% complete

 –   Procurement of major
     equipment on schedule
       •     Engineered equipment packages are
             ~84% awarded

 –   Total estimated project cost
     $3.4 - $3.8 billion*                                                          Total 2015-2020 Capex
       •     ~$1 billion* spent through 2014                                        of $2.4 - $2.8 billion*
           *Excludes financing costs

                  Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                       Howard Weil Energy Conference   10
Dominion – Carolina Gas Transmission

  Dominion acquisition of CGT for ~$493
                                                                                                      CGT System
   million closed on January 31, 2015
 – 1,500 miles of FERC-regulated pipeline in
     SC and GA
       • ~0.70 Bcf/d capacity expanding to ~0.82
         Bcf/d by 2018                                                                                                       SC
                Growth projects are fully contracted

 – Expected to be dropped into DM in 1H15
 – Financial highlights:
       • 2015 annualized EBITDA of ~$38 million*
                Expected to grow to ~$50 million by 2018
                                                                                              Acquisition
       • 2015 annualized DCF of ~$22 million*
                                                                                           accretive for both
                Expected to grow to ~$30 million by 2018                                      D and DM
  *Excludes non-recurring transaction costs
                 Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                      Howard Weil Energy Conference     11
Atlantic Coast Pipeline

     OWNERSHIP STRUCTURE:
     Dominion Resources*                       45%
     Duke Energy                               40%
     Piedmont Natural Gas                      10%
     AGL Resources                              5%
 –    550 miles of 42” pipe
 –    1.5 Bcf per day capacity
        •    Subscribed through ACP partners and
             other LDCs
        •    Expandable to >2 Bcf per day
                                                                                                                                   ACP
 –    Est. cost $4.5 – $5.0 billion**                                                                                              DTI Pipeline
                                                                                                                                   Storage
        •    >55% of total procurement complete                                                                                    Cove Point

 –    20-year binding contracts with                                                                                               Utica
                                                                                                                                   Shale
      electric and gas utilities
                                                                                                                                Marcellus

 –    Expected In-service November 2018                                                                                          Shale

  * Dominion will construct, operate and manage the pipeline
  ** Excludes financing costs
                    Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                         Howard Weil Energy Conference           12
Blue Racer Midstream JV
      Overview

  Growth-oriented midstream platform located
  in the rich and lean areas of Utica & Marcellus

  –   High-quality assets                                                                                            Lean Utica

        • ~750 miles of gas, NGL and condensate pipelines                                               Rich Utica

        • 600 MMcf/d of processing capacity                                                 Utica Volatile Oil

        • 47,000 Bbl/d of fractionation capacity
  – Largely fee-based contracts                                                             Lewis
        • ~90% of expected 2015 revenues
                                                                                                                                  Rich Marcellus
        • New contracts expected to increase fee-based %
          post-2015
  – Favorable well results driving significant
                                                                                                                         Natrium
      producer activity in the southern Utica
        • Blue Racer uniquely positioned to capture                                                        Berne
          significant growth
              Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                   Howard Weil Energy Conference                         13
Blue Racer Midstream JV
     Key Projects Through 2015

–    Processing
      •   Natrium I & II 
                                                  1 Bcf/day
      •   Berne I 
                                             processing capacity
      •   Berne II - 1H2015                  by the end of 2015
      •   Lewis I - 2H2015

– Fractionation
      • Natrium                                          123,000 bbls/day
      • Natrium Expansion - 1H2015                       by the end of 2015

– Gathering / NGL                                             Projects funded at Blue Racer & do not
      • Multiple growth projects                               require cash outlays from Dominion

               Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                    Howard Weil Energy Conference   14
Blue Racer Midstream JV
     Updated Long-term Forecast*

        Current business plan shows
        significant long-term growth

                                                                                                                   $265 - $275
                                                                                            $245 - $255
                                                                      $220 - $230

                                               $185 - $195

                         $140 - $150

       $85 - $95

         2015                2016                   2017                  2018                  2019                   2020
     * Dominion’s pro-rata share of EBITDA (less partnership level cash interest expense) from joint venture
                Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                     Howard Weil Energy Conference     15
Dominion Additional Retained Assets
      Dominion Gas Holdings

  – Dominion Transmission
         •   7,775 miles of pipeline in six states*
         •   778 Bcf of underground natural gas storage
         •   9.3 Bcf/d gas peak sendout capability
         •   270,000 mcf/d of natural gas processing capacity

  – Interest in Iroquois Pipeline
         •   416 miles of mile interstate natural gas pipeline system
         •   24.72% ownership interest

  – Dominion East Ohio
         •   171 Bcf of underground natural gas storage                                         10,900 miles of natural gas transmission, gathering
                                                                                                and storage pipeline
         •   1.2 million natural gas customers
                                                                                                949 billion cubic feet of natural gas storage
         •   360 Bcf of natural gas throughput in 2014                                          operated

         •   21,700 miles of natural gas distribution pipeline                                  1.2 million natural gas customers in OH

* Excludes 3,125 miles of gas transmission at DEO and Hope.
                    Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                         Howard Weil Energy Conference                      16
Marcellus and Utica Shale
              Fall 2014 Natural Gas Production Forecast

              40      2025 Production – Takeaway
                        Capacity Gap (Bcf/day)
                                         14.4
              35                                                                                               Utica production*
                                       10.7
              30            9.4
Bcf Per Day

              25            Fall      Spring       Fall
                           2013        2014       2014
              20                                                                     24.2 Bcf/d of incremental firm pipeline
                                                                                              take away capacity**
              15
              10
               5                                                                                      Marcellus production*
               0

                                                                                          *Wood Mackenzie – Fall 2014 natural gas long term view
                                                                                                ** Projects under construction or fully subscribed

                     Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                          Howard Weil Energy Conference                    17
Dominion Energy
     2015 – 2020 Growth Plan ($billions)

                                     *Total excludes Cove Point, ACP & Blue Racer
    $3.3 billion
      Growth                                                                                                             $11.9
                                                                                                           $0.5
      Capex*                                                                                                              Net
                                                                                         $0.5                            Plant1
                                                                       $0.7
                                                     $0.6
                                   $0.6
                                                      Avg. annual spend of ~$0.6 billion
     $8.6        $0.5
                                                                        Drivers:
                                                                 • DTI Supply Header
      Net                                                     • Producer Outlet Projects
     Plant                                                     • Market Access Projects
                                                      • DEO Pipeline Infrastructure Replacement

     2014       2015              2016              2017              2018               2019              2020
                                                                                     1 Excludes   2015-2020 DD&A and Maintenance Capex
             Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                  Howard Weil Energy Conference          18
Producer Outlet Projects

             Producer Outlet Projects optimize current
             transmission system to address changing
                 dynamics of Northeast gas flows

–    5 projects totaling ~1 Bcf/d have
     been placed into service

–    4 additional projects expected to
     enter service before end of 2016
      • Additional 1 Bcf/d
      • ~$400 million of capex

–    Expect an incremental $500
     million or more of projects                                         ~$900 million Total Capex
     through the end of the decade
              Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                   Howard Weil Energy Conference   19
Market Access Projects

 Market Access projects are demand-
 driven projects that move gas off the
     system to end use customers                                                 NY
                                                                                                                  CPV Power
                                                                                                                  Generation
                New Market
                  Project

                 OH                                                                PA
                                                                                                                 Keys Power
                                                                                                                 Generation
                                                                          MD

                                                                                                       ~$440 million
        Leidy                                                                                           total Capex
        South                              WV

             Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                  Howard Weil Energy Conference      20
DTI Supply Header

       Project will increase access to diverse
      Marcellus and Utica gas supplies for ACP
          customers and other producers

– Capacity of 1.5 Bcf/day
      •   Subscribed through ACP partners and
          other LDCs

– Expected Project Milestones
      •   Open Season completed Fall 2014
      •   FERC Pre-filing submitted Fall 2014                                                                                  ACP
                                                                                                                               DTI Pipeline
      •   Receive FERC certificate Summer 2016                                                                                 Storage
                                                                                                                               Cove Point
      •   In-Service November 2018
                                                            Supply Header                                                      Utica
                                                                                                                               Shale

             ~$500 million                                  receipt points                                                  Marcellus

              total Capex
                                                                                                                             Shale

                Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                     Howard Weil Energy Conference           21
Dominion Energy
     Farmout Opportunities

     Farmout opportunities provide incremental earnings
  streams from mineral rights leasing, royalty revenues and
             takeaway & processing agreements

– Announced and completed multiple
     Marcellus farmout agreements
     covering over 125,000 acres
      • ~$270 million expected pre-tax
        earnings contribution 2015-2020

– Additional farmout potential of
     ~180,000 acres of Utica mineral rights
                                                                           ~$450 - $500
      • ~$180 - $230 million of                                         million of potential
                                                                                                                                 DTI Pipeline
                                                                                                                                 Storage
        incremental pre-tax earnings                                       total pre-tax                                         Cove Point

        contribution 2015-2020                                          earnings 2015-2020                               Utica
                                                                                                                         Shale
                                                                                                                                       Marcellus
                                                                                                                                        Shale

             Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                  Howard Weil Energy Conference                  22
Dropdown Strategy

March 2015                       Howard Weil Energy Conference   23
Dominion Midstream Partners
   Dropdown Strategy to Support Best-in-Class Growth ($ millions)

          $1.7 billion+ of projected Dominion
         MLP-eligible EBITDA provides robust                                                                                      $349
            inventory of post-2020 growth

                                                                                                                $175
              Annual EBITDA Contribution to MLP
              On-Going MLP EBITDA*                                                          $81                                   $525
                                                                       $61                                      $329
                                                 $36                                       $228
                            $39
                                                 $93
                                                                      $139
        $50                 $50
       IPO                  2015                 2016                 2017                 2018                 2019              2020
     Cove Preferred + CGT
                                                                  Blue Racer
                                                                                                       Cove Equity / ACP
                                                Third-Party M&A** / Organic Growth
* EBITDA figures annualized based on year end
** Opportunistic third-party M&A not included; M&A would supplement existing dropdown strategy
                      Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                           Howard Weil Energy Conference       24
Dominion Midstream Partners
       Targeted LP Distribution Growth Rate Per Unit

                   Dropdown strategy supports “best-in-class” growth rate

                                                                                                                                   ~$2.30

                             $0.85
         $0.70

         2014                2015                 2016                 2017                2018                 2019               2020
Note: Distributions reflect year end run-rate
                       Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                           Howard Weil Energy Conference          25
Dominion Midstream Partners
       Total Projected Cash Flow to Dominion ($ billions)*

 Total cash flows of ~$7 billion 2015-2020 will be used to:                                                                      $2.9
           •   Support strong dividend growth at D
           •   Buyback D shares
           •   Pay down DRI debt
           •   Fund new growth projects
                                                                                                        $1.7

                                                                                $0.9
                                                        $0.7
                                $0.4
           $0.1

           2015           2016        2017          2018                                               2019          2020
                     Drop Down Proceeds    LP Distributions                                           GP Distributions
*Pre-tax
                     Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                          Howard Weil Energy Conference       26
Dominion Midstream Partners
       Projected LP and GP Distributions to Dominion ($ millions)*

              Distributions to Dominion grow rapidly over time

             Total LP & GP distributions of
                ~$1 billion 2015-2020
                                                                                                                              $241
             ~48% of EBITDA dropped through 2020
             flows back to D in the form of LP and GP
                           distributions
                                                                                                     $129

                                                                              $61
                                                       $26                                                                    $181
                               $6                                                                    $112
                                                      $64                     $81
           $39                $52

           2015              2016                    2017                    2018                    2019                     2020
                                            LP Distributions             GP Distributions
*Pre-tax
                  Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                       Howard Weil Energy Conference       27
Dominion Midstream Partners
     Projected Dominion Ownership

     Dominion will retain 100% of the GP and a large
         portion of the LP units through 2020
                                                Total LP Units (millions)
                                                                                                                          190M

                                                                                                       143M

                                                                                    105M
                                                                  91M
                                               82M
         64M               71M
                                                                                                                              81M
                                                                                                        60M                   43%
         44M                49M                50M                50M                52M
         69%
         At IPO             2015               2016               2017               2018               2019                  2020
                                             D Ownership               Public Ownership
                  Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                       Howard Weil Energy Conference       28
Appendix

March 2015              Howard Weil Energy Conference   29
Reconciliation of Operating Earnings to Reported Earnings
     2014 Earnings (Twelve months ending December 31, 2014)

–   The net effects of the following items, all shown             (millions, except per share amounts)                                   1Q14         2Q14       3Q14     4Q14 YTD 2014 2
    on an after-tax basis, are included in 2014                   Operating earnings                                                     $607         $361       $545     $490 $2,003
    reported earnings, but are excluded from                      Items excluded from operating earnings (after-tax):
    operating earnings:                                              North Anna and offshore wind facilities                                          (191)       (28)     (29)     (248)
                                                                     Producer Services repositioning                                     (193)                                      (193)
     •    $248 million charge associated with Virginia               Charges associated with liability management exercise                                         (2)    (172)     (174)
          legislation enacted in April that permits Virginia         Future ash pond closure costs                                                                         (74)      (74)
          Power to recover 70% of the costs previously               Goodwill write-off at unregulated electric retail                    (31)                                       (31)
          deferred or capitalized through Dec. 31, 2013              Other items                                                           (4)         (11)        14       28        27
          relating to the development of a third nuclear                                                                           1     (228)        (202)       (16)    (247)     (693)
                                                                     Total items excluded from operating earnings (after-tax)
          unit located at North Anna and offshore wind            Reported net income                                                   $379         $159        $529    $243     $1,310
          facilities as part of the 2013 and 2014 base rates.     Common shares outstanding (average, diluted)                          582.9        583.9      584.6    586.5     584.5
     •    $193 million net charge related to the                  Operating earnings per share                                          $1.04        $0.62      $0.93    $0.84     $3.43
          repositioning of our Producer Services business,        Items excluded from operating earnings (after-tax)                    (0.39)       (0.35)     (0.03)   (0.42)    (1.19)
          reflecting the termination of natural gas trading       Reported earnings per share                                           $0.65        $0.27      $0.90    $0.42     $2.24
          and certain energy marketing activities.
     •    $174 million charge associated with our liability       1) Pre-tax amounts for items excluded from operating earnings are reflected in the following table:
          management exercise, mainly reflecting the call            Items excluded from operating earnings:                          1Q14         2Q14        3Q14      4Q14 YTD 2014
          premiums on our early debt redemptions in the
          fourth quarter.                                            North Anna and offshore wind facilities                                          (287)       (43)     (44)      (374)
                                                                     Producer Services repositioning                                     (319)                                       (319)
     •    $74 million charge related to a settlement offer
                                                                     Charges associated with liability management exercise                                         (3)    (281)      (284)
          to incur future ash pond closure costs at certain
                                                                     Future ash pond closure costs                                                                        (121)      (121)
          utility generation facilities.
                                                                     Goodwill write-off at unregulated electric retail                    (31)                                        (31)
     •    $31 million goodwill write-off associated with the         Other items                                                           (2)         (15)        (8)     (12)       (37)
          company exiting the unregulated electric retail
                                                                     Total items excluded from operating earnings                       ($352)       ($302)      ($54)   ($458)   ($1,166)
          energy marketing business.
     •    $27 net benefit related to other items.                 2) YTD EPS may not equal sum of quarters due to share count differences.

                    Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                                           Howard Weil Energy Conference                                     30
2015 Earnings Expectations

–    Reconciliation of measures prepared in accordance with Generally Accepted Accounting Principles (GAAP) versus non-GAAP
     measures:
      •   1Q 2015 Operating Earnings (estimate):                      $0.85 - $1.00
      •   FY 2015 Operating Earnings (estimate):                      $3.50 - $3.85

       •     1Q 2015 Reported Earnings (estimate):                                              See Note 1 below
       •     FY 2015 Reported Earnings (estimate):                                              See Note 1 below

     Note 1: In providing its first-quarter and full-year 2015 operating earnings guidance , Dominion notes that there could be differences between expected reported (GAAP) earnings
     and estimated operating earnings for matters such as, but not limited to, divestitures or changes in accounting principles. At this time, Dominion management is currently not
     able to estimate the aggregate impact, if any, of these items on reported earnings. Accordingly, Dominion is not able to provide a corresponding GAAP equivalent for its operating
     earnings guidance.

–    Dominion uses operating earnings as the primary performance measurement of its earnings guidance and results for public communications with analysts and investors.
     Dominion also uses operating earnings internally for budgeting, for reporting to the board of directors, for the company’s incentive compensation plans and for its targeted
     dividend payouts and other purposes. Dominion management believes operating earnings provide a more meaningful representation of the company’s fundamental earnings
     power.

–    Dominion’s estimates of first-quarter and full-year 2015 earnings are subject to various risks and uncertainties. Factors that could cause actual results to differ materially from
     management's projections, forecasts, estimates and expectations may include factors that are beyond the company's ability to control or estimate precisely, including fluctuations
     in energy-related commodity prices, estimates of future market conditions, additional competition in our industries, changes in the demand for Dominion’s services, access to and
     costs of capital, fluctuations in the value of our pension assets and assets held in our decommissioning trusts, impacts of acquisitions, divestitures, transfers of assets to joint
     ventures or Dominion Midstream and retirements of assets based on asset portfolio reviews, the receipt of regulatory approvals for, and timing of, planned projects, acquisitions
     and divestitures, the timing and execution of Dominion Midstream’s growth strategy, and the ability to complete planned construction or expansion projects at all or within the
     terms and timeframes initially anticipated. Other factors include, but are not limited to, weather conditions and other events, including the effects of hurricanes, earthquakes,
     high winds, major storms and changes in water temperatures on operations, the risk associated with the operation of nuclear facilities, unplanned outages at facilities in which
     Dominion has an ownership interest, the impact of operational hazards and catastrophic events, state and federal legislative and regulatory developments, including changes in
     federal and state tax laws and changes to environmental and other laws and regulations, including those related to climate change, greenhouse gases and other emissions to
     which we are subject, political and economic conditions, industrial, commercial and residential growth or decline in Dominion’s service area, risks of operating businesses in
     regulated industries that are subject to changing regulatory structures, changes to regulated gas and electric rates collected by Dominion, changes to rating agency requirements
     and ratings, changing financial accounting standards, fluctuations in interest rates, employee workforce factors, including collective bargaining, counter-party credit and
     performance risks, adverse outcomes in litigation matters or regulatory proceedings, the risk of hostile cyber intrusions and other uncertainties. Other risk factors are detailed
     from time to time in Dominion’s quarterly reports on Form 10-Q or most recent annual report on Form 10-K filed with the Securities and Exchange Commission.

                        Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                                                   Howard Weil Energy Conference                           31
Non-GAAP Measures

       •     EBITDA represents net income before interest and related charges, income tax and
             depreciation and amortization. Distributable cash flow (DCF) is defined as EBITDA adjusted
             for known timing differences between cash and income, less capital expenditures.

       •     The GAAP measure most directly comparable to EBITDA is net income. EBITDA and DCF
             should not be considered alternatives to net income, operating income, cash flow from
             operating activities or any other measure of financial performance or liquidity presented in
             accordance with GAAP. EBITDA and DCF exclude some, but not all, items that affect net
             income and operating income, and these measures may vary among other companies.
             Therefore, EBITDA and DCF as presented may not be comparable to similarly titled
             measures of other companies.

       •     EBITDA forecasts for Blue Racer Midstream and Dominion Midstream were derived on an
             EBITDA-only basis. At this time, elements of net income including tax and depreciation
             information are not available. Accordingly, Dominion and Dominion Midstream are not able
             to provide a corresponding GAAP equivalent for EBITDA forecasts.

                  Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                       Howard Weil Energy Conference   32
Non-GAAP Reconciliation
     Dominion - Carolina Gas Transmission

                                                                                  2015E              2018E
                     Net income                                                  $ 18.2             $ 24.6
                     Add back:
                        Depreciation                                                  8.6               10.7
                        Fixed Charges                                                    -                  -
                        Income Tax                                                   11.2               15.1
                     EBITDA                                                          38.0               50.4

                     Non-cash Adjustments, net                                      (0.4)              (0.6)
                     Maintenance Capex                                             (15.6)             (19.8)

                     Distributable Cash Flow                                     $ 22.0             $ 30.0

                     ($ in millions)

             Please refer to page 2 for risks and uncertainties related to projections and forward looking statements.
March 2015                                                                                   Howard Weil Energy Conference   33
March 2015   Howard Weil Energy Conference   34
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